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RNS Number : 7576U Thomas Cook Group PLC

03 January 2013

Thomas Cook Group plc

(the "Company")

Annual Report & Accounts 2012 and Annual General Meeting

Further to the release of the Company's Preliminary Results announcement on 28
November 2012, the Company announces that it has today published its Annual Report
& Accounts 2012.
In compliance with LR 9.6.1, the following documents have today been submitted to the National Storage Mechanism and will shortly be available for inspection at www.hemscott.com/nsm.do:
1. Annual Report & Accounts 2012
2. Notice of Annual General Meeting ("AGM") 2013
3. Form of Proxy
The AGM is scheduled to be held at 10.30am on Thursday 7 February at The Lincoln
Centre, 18 Lincoln's Inn Fields, London WC2A 3ED.
The Annual Report & Accounts 2012 and the Notice of AGM 2013 can also be viewed at or downloaded from the Company's corporate website at www.thomascookgroup.com.
The Company's Preliminary Results announcement of 28 November 2012 contained a management report as well as audited financial statements which were prepared in accordance with the applicable accounting standards. The financial information set out in the Company's Preliminary Results announcement of 28 November 2012 does not constitute the Company's statutory accounts for the year ended 30 September 2012. Statutory accounts for 2012 are included in the Annual Report & Accounts 2012, which will be delivered to the registrar of companies in due course. The auditors have reported on those accounts; their reports were (i) unqualified, (ii) did not include a reference to any matters to which the auditors drew attention by way of emphasis without qualifying their report and (iii) did not contain a statement under section 498(2) or (3) of the Companies Act 2006 in respect of the accounts for 2012.
Included in this announcement is a responsibility statement from the Directors at Appendix A and information regarding the Company's principal risks and uncertainties at Appendix B, all as extracted from the Annual Report & Accounts 2012. This has been included for the purposes of compliance with the Disclosure and Transparency Rules. This announcement should be read in conjunction with, and is not a substitute for, reading the full Annual Report & Accounts 2012. There are no related party transactions requiring disclosure.
For further information please contact:
Jenny Peters, Group Head of Communications +44 (0) 7568 105144
Beth Horlock, Deputy Company Secretary +44 (0) 7500 227421

Appendix A Statement of Directors' responsibilities

The Annual Report & Accounts 2012 contains the following statements regarding responsibility for the Annual Report, the Directors' Remuneration Report and the financial statements:

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The Directors are responsible for preparing the Annual Report, the Directors' Remuneration Report and the financial statements in accordance with applicable law and regulations. Company law requires the Directors to prepare financial statements for each financial year. Under that law, the Directors have prepared the Group and the Company financial statements in accordance with International Financial Reporting Standards ('IFRSs') as adopted by the European Union. The financial statements are required by law to give a true and fair view of the state of affairs of the Company and
the Group and of the profit or loss of the Group for that period.
In preparing those financial statements, the Directors are required to:
• select suitable accounting policies and then apply them consistently;
• make judgements and accounting estimates that are reasonable and prudent; and
• state that the financial statements comply with IFRSs as adopted by the European
Union.
The Directors confirm that they have complied with the above requirements in preparing the financial statements.
The Directors are responsible for keeping proper accounting records that show and explain the Company's transactions and disclose with reasonable accuracy at any time the financial position of the Company and the Group, and for ensuring that the financial statements and the Directors' Remuneration Report comply with the Companies Act
2006 and, as regards the Group financial statements, Article 4 of the IAS Regulation. They are also responsible for safeguarding the assets of the Company and the Group and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
The Directors are responsible for the maintenance and integrity of the Company's website, and legislation in the United Kingdom governing the preparation and dissemination of financial statements may differ from legislation in other jurisdictions.

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Appendix B Principal risks and uncertainties

The Annual Report & Accounts 2012 contains the following disclosures relating to principal risks and uncertainties:
Thomas Cook Group has a renewed focus on risk management.
The Board is committed to further enhancing our risk management capability and has recently appointed a highly experienced Director of Enterprise Risk and Audit. Working closely with our senior management team, he will ensure that the management of risk is further embedded in the strategic and operational processes of the Group. This means that risk management is not a separate process or set of actions, but part of normal business and daily management practice. We are committed to promoting effective risk management as a core management capability that will support the Group in achieving its targets.
It is the aim of the Group to promote a culture where, as a matter of good business practice, both risk and opportunity are identified and managed, thereby ensuring more informed and effective business decisions are made and that the Group achieves its objectives and targets. On an annual basis, the Board will review risk appetite to ensure it is calibrated to the Group's strategic objectives. Risk is assessed formally at business segment level through risk workshops and via the maintenance of risk registers. The updating of the risk registers is a continuous process involving the identification, evaluation and management of risks by individual managers. Risk exposure will be considered against risk appetite by profiling individual risks in respect of their potential impact and likelihood of occurrence, after consideration of mitigating and controlling actions that are in place.
Internal audit deliver a comprehensive risk-based combined assurance plan and regularly advise the Board of the effectiveness of the design and operation of the control environment. We are also committed to promoting a culture in which people will
openly communicate risk to appropriate levels within the Group and in which information on risk, and the actions taken to manage risk, is shared openly through an effective communication process.

The table below lists the principal risks and uncertainties that may affect the Group and highlights the mitigating actions that are being taken and the opportunities that we aim to capture. The content of the table however, is not intended to be an exhaustive list of all the risks and uncertainties that may arise.

Principal risks Mitigating actions Opportunity

Threat of a continued downturn in demand due to adverse global economic factors Failure to implement strategic initiatives

results in projected cost savings and growth opportunities not being realised

Recruitment, development or retention of talented people

A major health and safety incident impacting our customers or colleagues

Political and regulatory

Our flexible business model allows us to align our committed capacity to fluctuating demand. We continue to develop multi-channel distribution and develop strategies to improve product mix, increase margins and reduce costs.

We have a fully integrated transformation plan to align the business to future strategy. Delivery of strategic transformation is led by a high calibre team with regular reviews of the business' progress by the executive team and Board.

Our high potential talent is identified and nurtured through agreed development plans including a comprehensive mentoring programme as well as a focus on succession planning for our key leadership positions. Our reward schemes are constantly evaluated to drive and reward performance and ensure retention of key talent. As we drive change throughout the organisation our competency development and evaluation processes are focused on encouraging change agility.

There is a Group-wide structure in place to support management through the provision of staff

training, auditing and specialist advice. The assessment of health and safety risks is inbuilt into daily management routines and is monitored by a comprehensive structure of health and safety committees that are in turn overseen by a corporate Health, Safety & Environmental Committee with Board level oversight.

Dedicated management teams ensure full compliance with formal regulatory requirements. We monitor stakeholder and political reactions to ensure we react to emerging political and

Our focus on delivery of our strategy means we are able to respond rapidly to economic improvement.

To deliver sustainable

growth in shareholder value, balancing the needs of our customers, employees and communities in which we work with our strategic objectives and corporate

and social responsibilities. The creation of a high performing actively engaged team which will

consequently lead to

improved business performance.

We are committed to identifying initiatives that will enhance the safety culture and contribute to the continuous improvement of the safety and well-being of all our colleagues and customers.

The Group will continue to contribute to the constructive engagement with government agencies

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regulatory developments. and other stakeholders to help create a sustainable framework for travel and tourism.

Liquidity and counterparty credit

We monitor liquidity and cashflow on a rolling 26- week basis. We continue to monitor and challenge the wider business to ensure cash targets are met. In addition, we monitor the performance of the Group against the covenants set out in our lending facility. We maintain ongoing communication with all providers of credit.

The Group will ensure it has sufficient liquidity, cashflow and profit headroom to support delivery of our strategic initiatives.

Commodity, currency and interest rate

We undertake hedging in line with Group policy. The Group achieves certainty on which business segments can establish competitive brochure pricing.

This information is provided by RNS

The company news service from the London Stock Exchange

RNS news service provided by Hemscott Group Limited.

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